gic housing finance ltd Directors report

Dear Members,

The Directors have pleasure in presenting the 33^rd Annual Report of your Company together with the Audited Financial Statements of the Company for the Financial Year ended March 31, 2023.

FINANCIAL HIGHLIGHTS (CONSOLIDATED) .

( in Lakh)

PARTICULARS	March 31, 2023	March 31, 2022
Total Income	1,12,890	1,15,640
Less: Interest expenditure	70,249	70,095
Overheads	12,662	21,640
Depreciation & amortization	994	871
Profit Before Tax	28,985	23,034
Less: Provision for Tax	3,450	6,400
Less: Deferred Tax Assets (Net)	4,210	(717)
Profit After Tax	21,325	17,351
Other Comprehensive Income	(48)	97
Total Comprehensive Income	21,277	17,448
FINANCIAL HIGHLIGHTS (STANDALONE)		( in Lakh)
PARTICULARS	March 31, 2023	March 31, 2022
Total Income	1,12,888	1,15,640
Less: Interest expenditure	70,249	70,095
Overheads	12,665	21,634
Depreciation & amortization	994	871
Profit Before Tax	28,980	23,040
Less: Provision for Tax	3,450	6,400
Less: Deferred Tax Assets (Net)	4,210	(717)
Profit After Tax	21,320	17,357
Other Comprehensive Income	(48)	97
Total Comprehensive Income	21,272	17,454
Profit brought forward	2,458	2,163
Profit available for appropriation	23,730	19,617
IMPORTANT FINANCIAL RATIOS
PARTICULARS	March 31, 2023	March 31, 2022
Return on Net Worth (%)	12.52	11.55
Return on Total Assets (%)	1.95	1.46
Book Value per share (?)	315.56	280.55
Earnings per share (?)	39.59	32.23
Debt Equity Ratio (times)	5.38	6.85
Average cost of funds (%)	7.21	6.50
Average yield on advances (%)	9.67	9.24
Net Interest Margin (%)	3.51	3.55

DIVIDEND

Your Directors recommend payment of dividend for the year ended March 31, 2023 of 4.5/- per equity share of 10/- each (i.e. 45%). The total dividend outgo for the current year would amount to 24.23 crores, as against 24.23 crores in the previous year. The dividend payout ratio for the current year will be 11.37% as against 13.88% of previous year. The proposed dividend will be considered as liability on approval of shareholders at 33^rd AGM.

Consequent to amendment made in the budget 2020, DDT u/s. 115-O has been abolished, dividend paid on or after April 1, 2020 attracts TDS under section 194 at the rate of 10% if the aggregate of the amounts of such dividend distributed or paid during the year exceeds 5,000/- to a shareholder being an individual, for all other cases no threshold limit.

However, no TDS shall be deducted in case of any dividend payment to any Insurance Company and Mutual Fund specified u/s. 10(23D) of Income Tax Act. Moreover, as per section 195 of the Act, TDS is required to be deducted at the rate of 20% plus surcharge on payment of Dividend to Non-Resident.

Dividend Distribution policy as required u/r. 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (herein after referred to as SEBI (LODR) Regulations, 2015) is available on the website of Company at https://gichfindia.com/pdf/2023-24/policies/3.%20DIVIDEND%20DISTRIBUTION%20POLICY%20-%20Final.pdf

HIGHLIGHTS OF BUSINESS PERFORMANCE

Income, Profit, Loan Approvals and Disbursements

Total income for the year under review is 1,12,888 Lakh as against 1,15,640 Lakh for the previous year. For the year under review, Profit before tax is 28,980 Lakh and Profit after tax is 21,320 Lakh as against 23,040 Lakh and 17,357 Lakh respectively for the previous year.

The Companys main thrust continues to be on Individual Loans. New loans approved during the year amounted to 1,14,311 Lakh and loans disbursed during the year are 1,07,435 Lakh as against 1,16,731 Lakh and 1,13,004 Lakh respectively for the previous year. The Retail Loan portfolio as at March 31, 2023 stood at 10,64,917 Lakh as compared to 11,70,750 Lakh for the previous year.

During the year under review, your Company has made impairment of financial instruments (provisioning), including write-off to the extent of 1,742 Lakh as against 11,830 Lakh provided for in the previous year.

RESOURCE MOBILISATION

Your Company takes every effort to tap the appropriate source of funding to minimize the weighted average cost of funds. Your Company has mobilized resources through the following sources:

A. Term Loans from Bank(s)

Your Company has borrowed fresh long term loans of 910 Crores from banks during the year under review as against 1,345 Crores during the previous year. The aggregate of term loans outstanding as at the end of the financial year stood at 6,545.13 Crores as against 7,482.15 Crores as at the end of the previous year.

B. Refinance from National Housing Bank (NHB)

Your Company has not availed any refinance from NHB during the year under review. The refinance facility outstanding as on March 31, 2023 is 981.95 Crores as against 1,324.99 Crores as at the end of the previous year.

C. Short term Loans and Commercial Papers

During the year under review, your Company has raised resources by issuing Commercial Papers and also resorted to short term borrowings from the banks and the total outstanding amount as on March 31, 2023 is 838.13 Crores. Your company affirms that there has been no deviation or variation in the utilization of proceeds of Commercial Papers, from the objects stated in offer document(s).

D. Non-Convertible Debentures

Your Company has issued Secured Non-Convertible Debentures (NCDs) of 325 Crores during the year under review, on private placement basis as against 450 Crores for the previous year.

The total secured Non-Convertible Debentures outstanding as on March 31, 2023 is 775 Crores.

Your company affirms that there has been no deviation or variation in the utilization of proceeds of NCDs issue, from the objects stated in offer document(s).

Pursuant to NBFC-HFCs (RBI) Master Directions, 2021, the following statement is provided -

Total No. of NCDs which have not been claimed by the Investors or paid by the Company after the date on which NCDs became due for redemption.	Nil
Total Amount in respect of NCDs remaining unclaimed / unpaid beyond due date.	Nil

AMOUNT TRANSFERRED TO RESERVES

Your Company has transferred 2,400 Lakhs to Special Reserve u/s. 36(1)(viii) of the Income-Tax Act, 1961, an amount of 1,900 Lakhs to Special Reserve u/s. 29(C)(1) of the National Housing Bank Act, 1987 and an amount of 14,430 Lakhs to General Reserve.

CAPITAL ADEQUACY RATIO (CAR)

The Company has been maintaining the Capital Adequacy Ratio (CAR) above the minimum required level prescribed by National Housing Bank (NHB) / Reserve Bank of India (RBI) from time to time.

The Capital Adequacy Ratio of the Company as at March 31, 2023 is 31.45% as against 25.71% as at March 31, 2022.

CHANGE IN THE NATURE OF BUSINESS (IF ANY)

There were no fundamental changes in the business of the Company during the financial year ended on March 31, 2023. CORPORATE AGENCY BUSINESS (IRDAI REGISTRATION NO.: CA0651)

Your Company has Certificate of Registration (Registration no. CA0651) to act as Corporate Agent (Composite i.e for Life & Non-Life Insurance) issued by Insurance Regulatory and Development Authority of India (IRDAI).

Under Corporate Agency, your company has tie up with ‘Kotak Mahindra Life Insurance Company Ltd. ("KLI") and "Aditya Birla Sun Life Insurance Company Ltd. ("ABSLI")" for getting insurance cover on the life of the borrower to the extent of the "Outstanding Home Loan" and with TATA AIG General Insurance Company Limited and ICICI Lombard General Insurance Company Limited for getting insurance cover on the health of borrowers. The said "Group Life/Health Cover(s)" are optional and the Company arranges this insurance on request from the borrower. These schemes ensure protection to the families of the borrower in case of unexpected eventualities like untimely death of borrower due to accident or natural death or critical illness. Your Company is getting Commission from the Insurance partners for the Insurance Business Sourced to them at the rates as permitted by IRDAI.

HOLDING AGM

AGM of your Company is scheduled to be held on September 26, 2023 (Tuesday) which is in line with the statutory time lines as provided under the provisions of the Companies Act, 2013 and/or any other laws for the time being in force as may be applicable to the Company.

CREDIT RATING

Your Company had received rating from CRISIL Limited and ICRA Limited for its various borrowing programmes as follows:

CRISIL Rating:

• For Commercial Paper programme of 1,500 crores as A1+.

• For Fund Based Long Term Bank Loan facility of 9,100 crores as AA+ (Stable).

• For Non-Convertible Debentures Borrowing Programme of 1,505 crores AA+ (Stable).

ICRA Rating:

• For Commercial Paper programme of 1,500 crores as A1+.

• For Short Term Bank Loan facility of 1,000 crores as A1+.

• For Fund Based Long Term Bank Loan facility of 12,500 crores as AA (Stable).

• For Non-Convertible Debentures Borrowing Programme of 1,550 crores as AA (Stable).

INSURANCE COVERAGE TO BORROWERS

Your Company had taken "Special Contingency Insurance" with The New India Assurance Company Ltd. which covers the borrowers of your Company as under:

• Personal Accident Insurance: Personal accident (death only) risk cover, free of cost to the borrowers up to the extent of principal outstanding of loan at any particular point of time during the term/ tenure of the housing loan.

• Mortgaged Property Insurance: The property acquired out of loan, for and up to the extent of principal outstanding of loan, covered free of cost against fire, earthquake and allied perils affecting the mortgaged property.

BRANCH EXPANSION

No new Branch(s) were opened during the year under review. The total number of Branch Offices and Satellite Offices as on March 31, 2023 are 71 and 5 respectively. Your Company is initiating brand building measures to generate general awareness and improve the brand image of the Company.

During the year under review, Malout and Diamond Harbour service centers have been closed and merged with nearest Branch offices namely with Chandigarh Branch Office and Kolkata Branch Office respectively.

HUMAN RESOURCES & INDUSTRIAL RELATIONS

The ratio of remuneration of each Director to the median of employees remuneration and such other details as required under section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are furnished below:

1. Ratio of remuneration of each Director to the median employees remuneration for F.Y. 2022-23.

The ratio of the remuneration of MD & CEO to the median remuneration of the employees of the Company for the F.Y. 202223 was -

• For Smt. G. Shobha Reddy, MD & CEO for the period from April 1, 2022 to November 14, 2022 - 2.99:1

• For Shri Paul Lobo, MD & CEO for the period from November 15, 2022 to March 31, 2023 - 2.72:1

Independent Directors are eligible for sitting fee only. The details of sitting fee paid to the Directors for the meetings of Board and Committees are given in the Corporate Governance Report of the Company.

2. Percentage increase in the remuneration of each Director and Key Managerial Personnel in F.Y. 2022-23.

The percentage increase in remuneration in the financial year for the Managing Director & CEO was -

• For Smt. G. Shobha Reddy, MD & CEO for the period from April 1, 2022 to November 14, 2022 - 2.75%

• For Shri Paul Lobo, MD & CEO for the period from November 15, 2022 to March 31, 2023 - 1.97%

The other Key managerial personnel of the Company are Chief Financial Officer and Company Secretary and the percentage increase in their remuneration was 15.44% and 11.54 % respectively.

3. Percentage increase in the median remuneration of employees in F.Y. 2022-23.

The percentage increase in the median remuneration of employees in the financial year was 9.48 %.

4. Number of permanent employees on the roll of company.

The work force strength of Your Company as on March 31, 2023 was 321 employees.

5. Average percentile increase already made in salaries of employees other than Managerial personnel in last Financial Year and its comparison with the percentile increase in Managerial Remuneration.

Average % increase in remuneration of the employees other than managerial personnel in the financial year was 6.21% (Based on average gross) and that of Managerial remuneration was 2.75% and 1.97% (For Smt. G. Shobha Reddy and Shri Paul Lobo for their respective service periods) during the year under review.

The average increase in the remuneration of both, the managerial and non-managerial personnel was determined based on the Annual Performance Evaluation, Interviews and also based on the HR policy as approved by the Board of Directors.

There were no exceptional circumstances which warranted an increase in managerial remuneration which was not justified by the overall performance of the Company. The Company affirms that the remuneration is as per the HR policy of the Company.

SECRETARIAL AUDITOR

The Board has appointed M/s. Makarand M. Joshi & Co., Practicing Company Secretaries as Secretarial Auditor of your Company for the financial year 2022-23. The Secretarial Audit Report for the financial year ended March 31, 2023 is annexed as Annexure - A to this report.

Secretarial Audit Report for the year under review contain remarks for non-compliances of regulation 17(1) & 29 of SEBI (LODR) Regulations, 2015 relating to previous F.Y. 2021-22 for which fines were levied by Stock Exchanges in F.Y. 2022-23. In this regard it is informed that there was delay in appointment of required number of Independent Director and board composition was made good by the company as per regulation 17(1) w.e.f. January 6, 2023 by appointment of required number of Independent Director(s) on the Board. It is also informed that, company while giving prior Board Meeting intimation to stock exchanges (during FY 2021-22), inadvertently missed to specify (in Board Meeting Notice copy) the proposal for fund raising by way of issue of NCDs / Bonds, for which BSE Ltd. levied fine (in F.Y. 2022-23) and same has been paid by the company.

SECRETARIAL COMPLIANCE REPORT

In terms of regulation 24A, Secretarial Compliance Report issued by M/s. Makarand M. Joshi & Company, Practicing Company Secretaries is annexed as Annexure - B.

STATUTORY AUDITORS

M/s. Chandabhoy & Jassoobhoy, Chartered Accountants (Firm registration no. 101647W) was appointed as Statutory Auditors of the Company in terms of RBI circular dated April 27, 2021 for a period of 3 (three) consecutive years in 32^nd Annual General Meeting held on September 23, 2022 to hold office till conclusion of 35^th Annual General Meeting of the Company, subject to their continuity of fulfilment of the applicable eligibility norms.

STATUTORY AUDITORS REPORT & FRAUD REPORTING (IF ANY)

The notes on financial statements referred in the Auditors Report are self-explanatory and do not call for any further comments. The Statutory Auditors Report does not contain any qualification, adverse remark or disclaimer and do not call for further comments.

During the year under review, there were no incident of fraud(s), detected and reported by statutory auditors under section 143(12) to the Central Government.

COST RECORDS & COST AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

MEETINGS OF THE BOARD

Board met 7 times during the year. For further details, please refer report on Corporate Governance.

COMMITTEES OF THE BOARD & ITS MEETINGS

Composition of the various Committees of the Board including Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration (and other committees also) along with their terms of reference and details of their meetings during the year is disclosed in Corporate Governance Report of the company which forms part of the Annual Report. In accordance with the provisions of Companies Act, 2013, there were no instance(s) where recommendation(s) of Audit Committee were not considered by Board.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNELS (KMP)

Details of Directors & KMPs appointed or ceased during the F.Y. 2022-23 are as follows:

Sr. Name of Director(s)/KMP(s) No.	Category	Effective Date	Mode of Appointment/ Cessation
Appointment(s) during F.Y. 2022-23
1 Shri N. Damodharan	Independent Director	October 21, 2022	Appointed by Board
2 Smt. Neerja Kapur	Non-Executive Director	November 7, 2022	Appointed by Board
3 Shri Paul Lobo	Managing Director & CEO	November 15, 2022	Appointed by Board
Sr. Name of Director(s)/KMP(s) No.	Category	Effective Date	Mode of Appointment/ Cessation
Cessation(s) during F.Y. 2022-23
1 Smt. Vijayalakshmi Iyer	Independent Director	September 23, 2022	Cessation due to completion of tenure.
2 Smt. G. Shobha Reddy	Managing Director & CEO	November 14, 2022	Resignation due to repatriation of services to promoter company.
3 Shri Anjan Dey	Non-Executive Director	January 25, 2023	Resignation due to VRS from Promoter Company.

Details of Directors & KMPs appointed or ceased during the previous F.Y. 2021-22 are as follows:

Sr. Name of Director(s)/KMP(s) No.	Category	Effective Date	Mode of Appointment/ Cessation
Appointment(s) during F.Y. 2021-22
1 Smt. G. Shobha Reddy	Managing Director & CEO	April 12, 2021	Appointed by Board
2 Shri Anjan Dey	Non-Executive Director	April 12, 2021	Appointed by Board
3 Smt. Suchita Gupta	Non-Executive Director	August 11, 2021	Appointed by Board
4 Shri Hitesh Joshi	Non-Executive Director	October 7, 2021	Appointed by Board
5 Shri Satyajit Tripathy	Non-Executive Director	October 7, 2021	Appointed by Board
6 Shri Vaijinath M. Gavarshetty	Independent Director	January 6, 2022	Appointed by Board
7 Shri Sathia Jeeva Krishnan	Independent Director	January 6, 2022	Appointed by Board
8 Shri Kishore Garimella	Independent Director	January 6, 2022	Appointed by Board
9 Smt. Varsha Godbole	CFO (KMP)	October 29, 2021	Appointed by Board
Cessation(s) during F.Y. 2021-22
1 Shri Girish Radhakrishnan	Non-Executive Director	June 30, 2021	Due to superannuation from promoter company.
2 Smt. Tajinder Mukherjee	Non-Executive Director	June 30, 2021	Due to superannuation from promoter company.
3 Smt. Suchita Gupta	Non-Executive Director	August 3, 2021	Resigned due to elevation of services.
4 Shri Prafulla P. Chhajed	Independent Director	December 20, 2021	Due to resignation.
5 Shri G. Srinivasan	Independent Director	December 22, 2021	Due to resignation.
6 Shri Atul Sahai	Non-Executive Director	February 28, 2022	Due to superannuation from promoter company.
7 Smt. B. Radhika	CFO (KMP)	October 29, 2021	Resignation due to Interdepartmental transfer.

Details of Directors & KMPs appointed or ceased from the end of financial year till the date of adoption of Directors Report are as follows:

Sr. Name of Director(s)/KMP(s) No.	Category	Effective Date	Mode of Appointment/ Cessation
1 Shri Rashmi Raman Singh	Additional Director (Non-Executive)	August 7, 2023	Appointed by Board
2 Shri Sunil Kakar	Additional Director (Independent)	August 7, 2023	Appointed by Board

DETAILS OF APPOINTMENT AND RE-APPOINTMENT OF DIRECTORS

Following are the details of Directors proposed to be appointed and re-appointed -

Name of Directors	Category	Appointment / Reappointment
Smt. Rani Singh Nair	Independent Director(s)	Reappointment for 2nd term
Shri Vaijinath M. Gavarshetty
Shri Kishore Garimella
Shri Sathia Jeeva Krishnan
Shri Sunil Kakar	Independent Director	Appointment for 1st term
Shri Rashmi Raman Singh	Non-Executive Director	Appointment
Shri Satyajit Tripathy	Non-Executive Director	Reappointment due to retire by rotation
Shri Hitesh Joshi	Non-Executive Director

We also place a Certificate from M/s. Makarand M. Joshi & Co., Practicing Company Secretaries regarding Non-disqualification of Directors from being appointed/continue for the office of Director in your Company as Annexure - C.

Your Independent Directors meet all the criteria of Independence as provided in Section 149(6) of Companies Act, 2013 read with rules made thereunder and SEBI (LODR) Regulations, 2015.

Your Directors recommended the appointment and re-appointment of above referred Directors and the related resolutions on the subject are included in the notice convening 33^rd Annual General Meeting of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have given declaration to the Company in terms of Section 149(7) and 149(8) of the Companies Act, 2013 and Regulation 25(8) of SEBI (LODR) Regulations, 2015 that they meet the criteria of Independence as provided in section 149(6) of the Companies Act, 2013 read with rules made thereunder and regulation 16(1)(b) of SEBI (LODR) Regulations, 2015. There has been no change in the circumstances affecting their status as Independent Directors of the Company. They also confirm their compliance with the Companies Code of Conduct for Directors and for Independent Directors as specified under schedule IV of the Companies Act, 2013.

All the Independent Directors of the Company are persons of integrity, expertise and experience and have completed their registration in the databank maintained by IICA.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The details of familiarization program for Independent Directors is available on the website of the Company at the link - https://gichfindia.com/pdf/Familiarisation%20Programme%2002.02.2023.pdf

STATEMENT OF FORMAL ANNUAL EVALUATION MADE BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Your Company has prescribed required parameters to evaluate the performance of the Board and its Committees. It is always recognized that the Board comprises appropriately qualified and professional people with broad range of experience. While evaluating the performance of the individual Director, it is always seen the Knowledge to perform their role; time and level of participation; performance of duties and level of oversight; and professional conduct and independence etc.

The performance evaluation of the Directors and Committees of the Directors was completed for the year under review. The performance evaluation of the Chairman, Non-Executive Directors and Independent Directors was carried out by the Board and Nomination and Remuneration Committee. The Board of Directors expressed their satisfaction with the evaluation process.

RELATED PARTY TRANSACTIONS AND POLICY FOR THE SAME

Your Company has framed Policy on Related Party Transactions pursuant to SEBI (LODR) Regulations, 2015. The said policy is enclosed as Annexure - D and also available on the website of the Company at https://gichfindia.com/pdf/2023-24/2.%20 Policy%20on%20Related%20Party%20Transactions%20(3).pdf

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act 2013 in the prescribed Form AOC 2 have been enclosed as Annexure - E to the Directors report which is having "Nil" Report.

CORPORATE SOCIAL RESPONSIBILTY (CSR) POLICY U/S. 135 OF COMPANIES ACT, 2013

In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has established Corporate Social Responsibility Committee and statutory disclosures with respect to the CSR Committee and a report on CSR expenditure is annexed as Annexure - F to this report. The policy inter alia covers the thrust areas for CSR initiatives of the company, manner of selection and implementation of CSR projects, Project monitoring & reporting etc. The CSR policy of the Company is available on the website at https://gichfindia.eom/pdf/2023-24//policies/1.%20CSR%20POLICY_07.08.2023.pdf

NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework for selection and remuneration of Directors, Key Managerial Personnel (KMPs) and Senior Management of the Company. The policy was modified with Board approval to make it in line with the regulatory amendments. The Nomination and Remuneration policy is available on the website of the Company at https://gichfindia.com/pdf/NRC%20P0LICY%20-%2002.02.2023.pdf and also enclosed as Annexure - G.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As per Regulation 34(2)(f) of SEBI (LODR) Regulations, 2015, the Annual Report of top 1000 listed entities based on Market Capitalization shall contain Business Responsibility and Sustainability Report (‘BRSR). Accordingly, BRSR is enclosed as Annexure - H to the Directors Report.

EXTRACT OF ANNUAL RETURN AS PER SECTION 92 OF THE COMPANIES ACT, 2013.

Annual Return is available on the website of the company under the ‘Head Disclosure at https://gichfindia.com/Investors%20 Information%20&%20Compliances.php

RISK MANAGEMENT

The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness and report the same to Board. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the Management Discussion and Analysis Report, which forms part of this report. Your Company has also appointed Chief Risk Officer to assess, mitigate and report the potential Risk to the Company.

SHARE CAPITAL

During the financial year 2022-23, Share Capital structure of your company remained unchanged and there was neither new issue of shares to existing shareholders or new shareholders by way of Public issue or Private Placement or otherwise nor to the employees/Directors by way of ESOPs or Sweat Equity Shares as the case may be.

DEPOSITS

Your Company has not accepted any fixed deposits and as such, no amount of Principal or interest was outstanding as of Balance sheet date.

Pursuant to NBFC-HFCs (RBI) Master Directions, 2021, the following statement is provided -

Sr. Particulars No.	Remarks
a Total No. of Accounts of Public deposit of the company which have not been claimed by the depositors or not paid by the company after the date on which deposit become due for repayment.	NA
b The total amount due under such accounts remaining unclaimed or unpaid beyond the date referred in point (a) above.	NA

VIGILANCE MECHANISM

As a conscious and vigilant organization, your Company has established proper vigilance mechanism for its Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Companys code of conduct or ethics. The Company has framed Whistle Blower Policy and same is available on the website of the Company at https://gichfindia.com/ pdf/2023-24/policies/2.%20Wishtle%20Blower%20Policy.pdf

DISCLSOURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company is committed to provide and promote safe and healthy environment to all its employees without any discrimination. The Internal Complaints Committee is constituted in compliance with the provisions of Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, there was no case filed.

Number of Complaints filed during the financial year 2022-23	Nil
Number of Complaint disposed off during the financial year 2022-23	Nil
Number of Complaint pending as on end of the financial year 2022-23	Nil

CORPORATE GOVERNANCE

The Auditors Certificate on Corporate Governance issued by Shri Makarand M. Joshi of M/s. Makarand M. Joshi & Co., (Secretarial Auditors of the Company) for the year under review, as required under Companies Act, 2013 and in pursuance of SEBI (LODR) Regulations, 2015 is annexed to the Report of the Directors on Corporate Governance.

Your Company has been complying with the principles of good Corporate Governance over the years. The Board of Directors supports the broad principles of Corporate Governance. In addition to the basic governance issues, the Board lays strong emphasis on transparency, accountability and integrity.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34 of SEBI (LODR) Regulations, 2015, Management Discussion and Analysis Report forms part of this report.

KEY REGULATORY CHANGES

During the year under review, Reserve Bank of India inter-alia issued Guidelines on Loans and Advances - Regulatory Restrictions for NBFCs, Guidelines on Compensation of Key Managerial Personnel (KMP) and Senior Management (SMP) in NBFCs and company is endeavoring to ensure the continued compliance of the same to the extent of its applicability. The Company has also been complying with various amendment(s) made in Companies Act, 2013 and applicable Regulations issued by Securities and Exchange Board of India during the year under review.

During the year, the Company has not made any application, or no proceeding is pending under the Insolvency and Bankruptcy Code, 2016. The Company has not entered into one-time settlement for any loans availed from the Banks or Financial Institutions.

DECLARATION BY MANAGING DIRECTOR & CEO

Based on the declaration received from the Directors & Senior Management for the compliance of "Code of Conduct for Directors and Senior Management" as approved by the Board of the Company, MD & CEO hereby declares that all the Directors and Senior Management have complied with the said Code of Conduct for Directors & Senior Management for F.Y. 2022-23 and said code of conduct is available on the website of the Company at https://gichfindia.com/pdf/9.%20CODE-OF-CONDUCT-FOR-DIRECTORS- SENIOR-MANAGEMENT⁰/o2030-08-2022.pdf

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND EXPENDITURE

Since the Company does not own any manufacturing facility, the particulars relating to conservation of energy and technology absorption as required to be furnished under Section 134(m) of Companies Act, 2013 are not applicable.

The Company did not earn any income in foreign currency during the year under review and also not incurred any expenses in foreign currency.

PARTICULARS OF LOANS, GUARANTEES SECURITY AND INVESTMENT UNDER SECTION 186 OF COMPANIES ACT, 2013

Your Company being a housing finance Company is exempted from the applicability of the requirements of section 186 of the Companies Act, 2013 except for the requirements as mentioned under sub-section (1) of section 186 of the Companies Act, 2013.

PARTICULARS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES

Your Company has floated its wholly owned Subsidiary Company namely GICHFL Financial Services Private Limited on January 27, 2021 for sourcing customers for its Home loan products. During the year under review, subsidiary company has sourced total business of 30.40 crores. The Consolidated financial statements incorporating result of the subsidiary Company for the year ended March 31,2023, is attached along with the statement in Form AOC - 1 pursuant to Section 129 of the Companies Act, 2013.

Apart from this, there were no other companies which have become or ceased to be the subsidiaries, joint ventures or associate companies of your Company.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL IMPACTING GOING CONCERN STATUS OF THE COMPANY (IF ANY)

During the year under review, there were no any Significant / Material orders have been passed by any Regulators or Courts or Tribunals which affect the going concern status of your Company.

VOLUNTARY REVISION OF FINANCIAL STATEMENTS OR BOARDS REPORTS (IF ANY)

There was no Voluntary revision of Financial Statements or Boards Reports during previous 3 Financial Years.

RECEIPT OF ANY COMMISSION BY MD/WTD FROM A COMPANY OR FOR RECEIPT OF COMMISSION/REMUNERATION FROM ITS HOLDING OR SUBSIDIARY (IF ANY)

Your Company has only 1 (‘one) whole time Director i.e. Managing Director & CEO. All the payments made to Managing Director

6 CEO are disclosed in Corporate Governance Report of the Company. Your Managing Director & CEO is also appointed as Managing Director on the Board of Subsidiary Company where no remuneration / commission is paid during the year under review.

DEMATERIALISATION OF SHARES AND NOMINATION FACILITY AND LISTING AT STOCK EXCHANGES

As per the Securities & Exchange Board of India ("SEBI") directives, the transactions of the Companys shares must be compulsorily in dematerialised form. Your Company has signed an agreement with the Central Depository Services (India) Limited (‘CDSL) and National Securities Depository Limited (‘NSDL) for transaction of shares in dematerialised form. Shareholders holding shares in physical form are requested to convert their holdings into dematerialised form. Out of 5,38,51,066 equity shares, 5,35,95,534 equity shares (i.e. 99.53%) are in dematerialised form as at March 31, 2023 as against 5,35,67,999 equity shares (i.e. 99.47%) as at March 31, 2022.

The equity shares of the Company continue to be listed on BSE Ltd., and The National Stock Exchange of India Ltd., The Annual Listing fees for the year 2023-24 are paid to these Stock Exchanges well in advance. Your Company has listed its Non-Convertible Debentures & Commercial Papers on BSE Ltd.

UNCLAIMED DIVIDEND TRANSFER TO INVESTORS EDUCATION AND PROTECTION FUND (IEPF)

In terms of the provisions of the Companies Act, 2013, the amount (dividend) that remained unclaimed and unpaid for more than

7 years from the date it become first due for payment, shall be transferred to IEPF (Fund).

Your Company has been intimating the shareholders to lodge their claim for payment due, if any, from time to time by sending individual Reminder Letters/e-Mails, Newspaper publication, website disclosures etc. and any such claims, after due verifications have been settled. This information is being mentioned in the Annual Report every year. In spite of constant and sincere efforts to pay the unclaimed dividend to the respective shareholders, certain amount of dividend still remains unclaimed.

Unclaimed/Unpaid dividend relating to F.Y. 2014-15 amounting to 18,58,545/- which has not been claimed by shareholders, has been transferred to Investor Education and Protection Fund (IEPF) during the month of September 2022.

In terms of the provisions of Section 124(6) of the Companies Act, 2013 and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Amendment Rules, 2017, Company is required to transfer the shares in respect of which dividend remains unpaid and unclaimed for a period of seven consecutive years to the Investors Education and Protection Fund (IEPF) Suspense Account. We have transferred total 13,497 no. of equity shares to IEPF during the year under review and as on March 31, 2023, total no. of 1,78,541 shares stands in the name of IEPF Authority.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors hereby confirms that:

a. In the preparation of Annual Accounts, the applicable accounting standards have been followed and there are no material departures.

b. We have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company as at the end of March 31, 2023 and of the profit /Loss of the Company for the year ended on that date.

c. We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. We have prepared the annual accounts on a going concern basis.

e. We have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively.

f. We have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENTS

The Directors thank the valued customers, shareholders for their goodwill, patronage and support.

The Directors acknowledge with gratitude the valuable and timely advice, guidance and support received from the Promoter(s) namely General Insurance Corporation of India (GIC Re), The New India Assurance Company Ltd., National Insurance Company Ltd., The Oriental Insurance Company Ltd. and United India Insurance Company Limited.

The Directors also thank the National Housing Bank, Other Banks, CP holders & NCDs holders for their continued support through Short Term & Long term funding.

The Directors also thank the Security Exchange Board of India (SEBI); Stock Exchanges; Depositories; Ministry of Corporate Affairs (MCA); Insurance Regulatory & Development Authority of India (IRDAI); Reserve Bank of India (RBI); Credit Rating Agencies; Government(s) local/ statutory authorities; Registrar and Share Transfer agent and the Auditors of the Company for their guidance and continued support.

The Directors place on record their deep appreciation of the valuable contribution of the members of the staff at all levels for the progress of the Company during the year and look forward to their continued cooperation in realization of the corporate goals in the years ahead.

For and on behalf of the Board of Directors	For and on behalf of the Board of Directors
Sd/-	Sd/-
Paul Lobo	Devesh Srivastava
Managing Director & CEO	Non-Executive Director & Chairman
Place: Chennai
Date: August 7, 2023